On May 11, 2023, the Canadian Securities Administrators (CSA) announced exemptions from certain filing requirements in connection with the launch of the “System for Electronic Data Analysis and Retrieval +” (SEDAR+). CSA members have issued substantially similar blanket orders to cover the period from Friday, June 9, 2023, until SEDAR+ becomes available for filing. The blanket orders provide an extension for documents that are required to be filed through SEDAR+, as well as an alternative method for filers who choose to deliver documents, during that time.

Background

SEDAR will no longer be available for filing as of 11:00 p.m. (Eastern Time) on Thursday, June 8, 2023. In order to transfer data to the new SEDAR+ system, there will be a period (cutover period), during which neither SEDAR nor SEDAR+ will be available for filing. The CSA anticipate that SEDAR+ will become available to filers as of 7:00 a.m. (Eastern Time) on Tuesday, June 13, 2023. Given that current SEDAR is generally only available for filing from 7:00 a.m. to 11:00 p.m. (Eastern Time) Monday through Friday, this means that, in effect, there are expected to be two filing days during the cutover period.

Blanket Orders

The blanket orders provide filers with an extension in respect of documents that are required to be transmitted through SEDAR+ during the cutover period. Anyone who relies on this exemption is required to transmit the applicable documents through SEDAR+ no later than two business days after the earlier of: (i) the date on which SEDAR+ becomes available for filing; and (ii) June 16, 2023 (the cutover end date). Any applicable system and regulatory fees are to be paid at the time the documents are filed through SEDAR+.

The blanket orders also provide an alternative method through which documents may be transmitted outside of SEDAR+, in the event that a filer wishes to deliver documents during the cutover period. In this case, filers will be required to transmit the documents to each applicable jurisdiction and must also file the documents through SEDAR+ no later than two business days after the cutover end date.

If a company plans to file a prospectus during the cutover period, it must file all required documents in the manner set out in the blanket orders and indicate in its cover letter whether the prospectus is being filed under Multilateral Instrument 11-102 Passport System.

It is important to note that the exemptions will not apply to documents that will continue to be filed outside of SEDAR+. In addition, the blanket orders do not relieve a filer from any requirement under securities legislation to issue a news release or deliver a document to securityholders.

While issuers with a December 31 fiscal year end will have filed their first quarter financial statements prior to the cutover period, and many will have completed their annual shareholder meetings, issuers with a fiscal year end other than December 31 and issuers that are holding their annual meetings during the cutover period should consider their approach to any filings that would ordinarily be made during the cutover period.

We continue to monitor these important developments and will keep our clients and readers apprised as they unfold. For more information, please review CSA Notice regarding Coordinated Blanket Order 13-930 Exemptions from Certain Filing Requirements in Connection with the Launch of the System for Electronic Data Analysis and Retrieval +.